University of Newcastle Act 1989

The Act organises a set of core legal concepts that determine governance, financial activity and accountability.

Object and functions (s 6)

• The University’s object is to promote scholarship, research, free inquiry and academic excellence "within the limits of the University’s resources" (s 6(1)). Principal functions include education and research provision, dissemination of knowledge, participation in public discourse and conferring awards (s 6(2)). The Act expressly permits commercial functions for the University’s benefit (s 6(3)(a)), including commercial exploitation of University facilities, resources and intellectual property, and allows those functions to be exercised within or outside the State or Australia (s 6(4)).

Council as governing authority (ss 8A, 16)

• The Council is the statutory governing authority (s 8A(2)) and has broad control and management of University affairs (s 16(1A)-(1B)). The Council approves mission, strategic direction, budget and business plan, oversees academic activities and risk management, approves systems of control and significant commercial activities, and is responsible for governance policies and induction and development for members (s 16(1B)(d)-(l)).

Composition and membership (ss 8B-8H; sch 1)

• The Council must have between 11 and 22 members (s 8B(1)). Membership categories include official members (Chancellor, Vice‑Chancellor, President/Deputy President of Academic Senate), elected staff and student members, Council appointed members and Ministerially appointed members (ss 8B(3), 8H). The Council must have an external‑person majority (s 8B(6)), and minimum qualifications including at least two members with financial expertise and at least one with commercial expertise (s 8C).

Duties and accountability (s 21F; sch 2A)

• Council members are placed under statutory duties in Schedule 2A: duty to act in the best interests of the University (cl 1), duty to exercise care and diligence (cl 2), prohibitions on improper use of position or information (cls 3-4), and disclosure obligations for material interests with rules for exclusion from deliberation (cl 5). The Council has power to remove members for breaches of those duties under prescribed procedures (s 21G).

Commercial activities, Guidelines and Register (ss 21A-21C)

• The Act defines University commercial activity (s 21A), requires the Council to determine and maintain Guidelines prescribing processes for commercial activities (s 21B), and to maintain a Register recording specified details of commercial activities (s 21C). The Guidelines can require due diligence, governance arrangements, risk assessment and conflict‑of‑interest protocols (s 21B(3)(a)-(d), (f)). The Minister may request reports and refer commercial activities to the Auditor‑General or Ombudsman (ss 21D-21E).

Property, land and Crown land (ss 18-21)

• The Council controls University land and property (s 18(1)), and can acquire, deal with, and grant easements (s 18(2)). Sales, mortgages, charges or leases of "relevant land" (land acquired from the State at nominal or less than market value) require Ministerial approval (s 18(3)), with exceptions for certain lease terms and utilities infrastructure (s 18(4)). Where University property is vested in the Crown, the Council has management and maintenance responsibility but limited alienation powers, with leases subject to Ministerial approval for terms >21 years and conditions (s 19).

Investments and funds management (s 16; sch 2)

• The Council may obtain financial accommodation, invest University funds, establish or participate in companies, trusts, joint ventures and related entities (s 16(1)(d)-(f)). Schedule 2 addresses funds management including engagement of funds managers (cl 2A), investment common funds (cl 3) and trust‑terms precedence (cl 4). The Council’s investment actions are subject to any express trust terms (sch 2 cl 4).

External oversight and reporting (ss 17A-17B)

• The Act states that it does not limit the operation of the Ombudsman Act 1974, Government Sector Finance Act 2018 or Government Sector Audit Act 1983 in respect of the University (s 17A). The Council must report annually on actions taken to implement Auditor‑General and Ombudsman recommendations (s 17B).

Regs, by‑laws and rules (ss 28-29)

• The Council may make by‑laws (subject to Governor approval in s 28(2)) and empower authorities to make rules (s 29). Election rules have special requirements to be consistent with democratic practice and to be publicly available (s 29(1A)-(1C)). By‑laws prevail over rules to the extent of inconsistency (s 29(3)).

Together these concepts allocate decision rights within the University, set statutory duties and disclosure regimes for Council members, require process controls and transparency for commercialisation and investments, and create checks through Ministerial approvals and external oversight.

Primary institutional actors

• The University of Newcastle as a corporate body is the principal legal subject of the Act (s 5). The Council, constituted and empowered by the Act, is the governing body with statutory duties and operational responsibilities (ss 8A; 16). The Vice‑Chancellor, Chancellor and Deputy Chancellor hold office and powers defined by the Act (ss 10-12).

Council members and potential appointees

• Persons who are or may become Council members are directly regulated. The Act prescribes membership categories and composition (ss 8B-8H), qualifications (s 8C), terms of office and re‑appointment limits (s 9), disclosure obligations (sch 2A cl 5) and statutory duties (s 21F; sch 2A). Removal mechanisms for breach of duty (s 21G) or by no‑confidence for Chancellor/Deputy Chancellor (s 11A) affect incumbents.

Students, staff, graduates and Convocation

• Students, professors and graduates are included as constituent parts of the University in s 4 and are represented in Council membership categories (s 4; s 8D). The Act protects persons from discrimination on religious or political grounds in admission and University offices (s 24). Convocation as a body is established and may have by‑law‑prescribed functions; graduates are affected by graduate‑member provisions (s 8E) and Convocation composition (s 14).

Minister, Treasurer and Governor

• The Minister is a named actor with appointment powers (s 8G), approval powers (s 18(3) for certain land dealings), authority to request reports on commercial activities (s 21D), and to refer commercial activities to Auditor‑General or Ombudsman (s 21E). The Treasurer may advance money to the Council with Governor approval (s 22), and may direct stamp‑duty exemptions (s 22A). By‑laws require Governor approval (s 28(2)), and the Governor is the Visitor with ceremonial functions only (s 13).

External oversight bodies and auditors

• The Ombudsman and Auditor‑General have statutory interaction: the Act preserves their operation in relation to the University (s 17A), requires annual reporting on action taken in response to their recommendations (s 17B), and allows Ministerial referrals of commercial activities to them (s 21E). The Government Sector Finance Act 2018 is noted as regulating reporting to Parliament by the Council (s 16 note).

Controlled entities, partners and investors

• Controlled entities within the meaning of the Government Sector Finance Act 2018 are regulated: the Council must ensure controlled entities do not exercise functions the University is not authorised to exercise unless Ministerial permission is obtained (s 16A(1)-(2)). The Council may participate in partnerships, trusts, companies or joint ventures (s 16(1)(f)), affecting third‑party partners and investors.

Creditors, contractors and land parties

• The Council’s powers to borrow, invest and enter financial arrangements (s 16(1)(d)-(e), (e1)) and to acquire, lease and transfer land (ss 18-21) affect financiers, contractors and property counterparties. Stamp duty exemption on borrowing and investment transactions affects parties to those transactions unless Treasurer directs otherwise (s 22A).

Who pays, who decides

• The Council pays and decides in ordinary course, for example imposing fees (s 16(1)(j); s 28(1)(n)), making investments and incurring borrowing (s 16(1)(d)-(e)). The Minister decides on appointment of specified Council members (s 8G), approval of certain land dealings (s 18(3)) and may direct or request reports (ss 21D, 21E). The Treasurer and Governor have financial and formal decision roles (ss 22, 22A, 28(2)).

Indirectly affected groups

• The Act’s commercialisation regime (div 3) and the Council’s ability to participate in business entities may affect the local economy, community users of University facilities and third parties entering joint ventures with the University (s 6(2)(a); s 6(3)). Staff and academic governance are affected by powers vested in the Academic Senate and the Council’s authority to appoint staff and determine academic arrangements (ss 15; 16(1)(a)-(b)).

In sum, the Act affects internal University actors (Council members, officers, staff, students, graduates), specified State actors (Minister, Treasurer, Governor), external oversight bodies (Ombudsman, Auditor‑General) and commercial counterparties engaged with the University’s investment, land and commercial operations.

Statutory duties of Council members

• The Act places explicit duties on Council members via s 21F and the detailed Schedule 2A. Schedule 2A requires members to act in good faith in the best interests of the University and for proper purposes (cl 1), to act honestly and with reasonable care and diligence (cl 2), and not to improperly use their position or information to gain an advantage or cause detriment (cls 3-4). Material interest disclosure and conflicted participation rules are set out in cl 5, with record‑keeping requirements and disqualification from deliberation unless the Council otherwise determines (sch 2A cl 5(1)-(5)).

Removal and enforcement rights

• The Council has the power to remove a member for breach of the duties set out in Schedule 2A, but removal requires procedural safeguards: notice of the motion and a two‑thirds majority of the total number of members (s 21G(1)-(4)). Removal for breach of duty is the statutory enforcement mechanism for member misconduct; the Chancellor and Deputy Chancellor are separately removable by a two‑thirds no‑confidence motion at two consecutive ordinary meetings (s 11A).

Council’s rights and responsibilities

• The Council’s statutory functions include acting on behalf of the University, controlling and managing University affairs and exercising functions as it considers best to promote the University’s object and interests (s 16(1A)). The Council approves mission, strategic direction, budget and business plan, oversees risk management and audit arrangements, approves significant commercial activities, and establishes policies and grievance procedure publication obligations (s 16(1B)(d)-(l)). The Council may delegate functions (s 17) and appoint committees (sch 1 cl 4).

Individual rights protected by the Act

• The Act provides that a person shall not be denied admission, office, graduation or benefits because of religious or political affiliation, views or beliefs (s 24). Students, graduates and staff may seek exemption from compulsory membership of the University’s body corporate or Convocation on grounds of conscience (s 25). The public and members have inspection rights: particulars of disclosures of material interest must be recorded in a book open for inspection on payment of a reasonable fee (sch 2A cl 5(3)).

Property and commercial rights

• The Council has power to acquire, manage and deal with land and other property vested in the University (s 18(1)-(2)). It may grant easements, leases and other dealings subject to Ministerial approval for certain "relevant land" (s 18(3)-(4)). The Council can obtain financial accommodation, invest funds and enter into joint ventures and corporate structures (s 16(1)(d)-(f)); it may engage funds managers and establish investment common funds under Schedule 2 (sch 2 cl 2A, cl 3).

Transparency, reporting and oversight obligations

• The Council must determine and maintain Guidelines for commercial activities and ensure compliance (s 21B(1), (4)), maintain a Register of University commercial activities (s 21C(1)), respond to Ministerial requests for reports (s 21D) and be subject to referrals of commercial activities to Auditor‑General and Ombudsman by the Minister (s 21E). The Council must include, in each annual report, actions taken to implement Ombudsman/Auditor‑General recommendations (s 17B).

Rights concerning by‑laws and rules

• The Council may make by‑laws on a broad range of matters (s 28(1)), subject to Governor approval (s 28(2)). The by‑laws may empower authorities to make rules, and rules have the same force and effect as by‑laws (s 29(2)(a)). However, by‑laws prevail over inconsistent rules (s 29(3)). Election rules must adhere to democratic practices and be made publicly available (s 29(1B)-(1C)).

Limitations and immunities

• Members and persons acting under direction have statutory protection from personal liability for acts or omissions done in good faith for the purpose of executing this Act (sch 1 cl 5). The Act does not confer power on controlled entities beyond any authorization (s 16A(4)), and controlled entity obligations under other Acts remain unaffected except as imposed by the Council at its discretion (s 16A(5)).

Collectively, these duties, rights and procedural provisions define the legal conduct expected of Council members and the decision powers and oversight duties of the Council as the University’s governing authority. They combine substantive obligations (duties of care, loyalty and disclosure) with process protections and reporting obligations to external actors.

Express removal and disciplinary mechanisms

• The principal enforcement mechanisms in the Act are removal from office and internal disciplinary measures. The Council may remove a member for breach of duty as defined in Schedule 2A, but removal requires formal notice and a two‑thirds majority of total Council membership (s 21G(1)-(4)). The Chancellor or Deputy Chancellor may be removed by a no‑confidence resolution passed by a two‑thirds majority at two consecutive ordinary meetings (s 11A(1)-(2)). The Act explicitly provides that a member may not be removed other than under s 21G (s 21G(6)), i.e. removal for breach of duty is structured and constrained.

Administrative oversight and reporting

• The Act creates enforcement pressure via reporting obligations and external oversight rather than criminal sanctions. The Council must report annually on actions taken to implement recommendations of the Auditor‑General or Ombudsman (s 17B). The Minister can request reports on University commercial activities (s 21D) and can refer matters to the Auditor‑General or as a complaint to the Ombudsman (s 21E). Those referral powers enable independent investigations which may produce public reports and recommendations with consequential reputational and administrative effects.

Ministerial control and approvals

• Some enforcement or constraint of Council action occurs through Ministerial approval requirements. For example, the Council must obtain the Minister’s approval before selling, mortgaging, charging or leasing "relevant land" (s 18(3)). The Minister’s approval acts as a legal gate: transactions without required approval would be beyond the Council’s authorised powers under the Act. Where property is vested in the Crown, the Council is subject to the Minister’s control and direction in exercising its functions under s 19(5).

Civil enforcement and remedies

• The Act provides for recovery of money due to the University as a debt in court (s 30). It also contains a provision preserving immunity for acts or omissions done in good faith: no personal liability for Council members or persons acting under the Council for acts in good faith for executing the Act (sch 1 cl 5). The disclosure clause provides that contravention of the disclosure provision does not invalidate a Council decision (sch 2A cl 5(6)). These features limit private civil remedies against Council members for certain acts.

Regulatory limits on controlled entities

• The Council must ensure controlled entities do not exercise functions the University is not authorised to exercise, unless the Minister permits such activities by written order (s 16A(1)-(2)). The Governor may make regulations providing exemptions (s 16A(3)). A controlled entity engaging in unauthorised activities may thereby be acting beyond the lawful scope permitted by the Act, subject to any Ministerial permission.

Limited criminal or pecuniary penalties in the Act

• The Act does not establish specific criminal penalties or pecuniary fines for breach of duties by Council members in Schedule 2A, nor does it prescribe statutory fines for non‑compliance with many administrative obligations. Enforcement is framed through removal, reporting, oversight referrals and Ministerial approvals rather than statutory prosecution within this Act.

Other mechanisms affecting compliance

• By‑laws require Governor approval (s 28(2)), creating a formal control on the Council’s internal rule‑making. Election rules must be consistent with democratic practice and be publicly available (s 29(1B)-(1C)), with the potential for reputational and procedural remedies if not complied with. The Ombudsman and Auditor‑General exercises their powers under their respective Acts in relation to the University (s 17A), meaning administrative findings, recommendations and reports can generate follow‑on action.

In short, enforcement is primarily institutional and administrative: removal from office, Ministerial approvals and referrals to external auditors/ombudsman produce accountability channels. The Act leans on external oversight, reporting obligations and internal governance safeguards rather than on criminal sanctions or statutory financial penalties contained within this text.

Direct statutory cross‑references

• The Act expressly incorporates or preserves interaction with multiple other statutes. Section 3 notes the Interpretation Act 1987 contains definitions and provisions affecting the Act’s interpretation. Section 17A states that nothing in this Act limits the operation of the Ombudsman Act 1974, the Government Sector Finance Act 2018 or the Government Sector Audit Act 1983 in respect of the University. The Act therefore accepts those Acts’ continuing applicability.

Land acquisition and public works law

• Land acquisition for University purposes is governed by the Land Acquisition (Just Terms Compensation) Act 1991 where the Minister acquires land under s 20(1)-(2). Acquisitions under s 20 are taken to be for an authorised work under the Public Works Act 1912, with the Minister treated as the Constructing Authority for that work (s 20(3)). However, s 20(4) excludes certain sections of the Public Works Act 1912 (ss 34-37) in respect of such works. Section 21 allows transfer of Crown land to the University and specifies stamp duty and registration exemptions in s 21(2).

Environmental planning provisions

• Section 18(4)(c) permits the Council to enter into a planning agreement under s 7.4 of the Environmental Planning and Assessment Act 1979 if the agreement does not require dedication of University land free of cost. This links land dealings and planning obligations to the EP&A Act's framework.

Stamp duty and duties law

• Section 21(2)(a) explicitly exempts conveyances/transfers made under s 21 from stamp duty under the Stamp Duties Act 1920; s 22A later provides an exemption from duty under the Duties Act 1997 for borrowing or investment transactions undertaken for University purposes unless the Treasurer directs otherwise. These provisions interact with state taxation statutes by prescribing carve‑outs.

Corporations and disqualification

• Schedule 1 cl 2(f) treats a Council member as vacating office if disqualified from managing a corporation under Part 2D.6 of the Corporations Act 2001. The Act therefore imports the federal corporations disqualification regime to the Council’s membership eligibility.

Oversight and audit frameworks

• The Act recognises the Auditor‑General’s and Ombudsman’s jurisdiction (s 17A) and allows Ministerial referral of commercial activities to those bodies (s 21E). The note to s 16 connects the Council to the Government Sector Finance Act 2018 (Div 7.3) in relation to annual reporting to Parliament.

Regulations, orders and Governor’s powers

• The Governor may make regulations excluding subsection (1) of s 16A (s 16A(3)) and by‑laws require Governor approval (s 28(2)). The Universities Governing Bodies Act 2011 and the Universities Governing Bodies (University of Newcastle) Order 2012 are mentioned in transitional and adoption provisions (pt 5). The Act contains multiple transitional and savings provisions referencing amending Acts and Orders, showing interaction across legislative instruments.

Trust and funds law

• Schedule 2 contains special provisions concerning trust funds and the precedence of express trust terms over Council investment powers (sch 2 cl 4). The Council’s investment powers and use of funds managers (sch 2 cl 2A) must be exercised consistent with trust obligations and other statutes governing public authorities and investments.

Omissions and preserved obligations

• Section 16A(5) clarifies that nothing in subsection (1) affects obligations imposed on controlled entities by or under any Act or law, other than obligations imposed by the Council at its discretion. Thus, controlled entities remain subject to external legal duties beyond the Act.

Practical effect of these interactions

• Practically, the Act embeds the University within the broader statutory framework governing public finance, public works, land acquisition, environmental planning, taxation and public administration. Council decision‑making must therefore account for cross‑statutory constraints (e.g. Ministerial approvals under land provisions, taxation exemptions directed by the Treasurer, audits and investigations by the Auditor‑General/Ombudsman). The Act itself both creates internal governance rules and defers to existing external regulatory regimes.

The text provided contains numerous amendment annotations within sections and schedules identifying past changes and their source Acts or instruments. The Act has been amended multiple times, with the following features visible in the source text:

• Section 3 shows amendments recorded as "Am 1989 No 130, Sch 2; 2001 No 101, Sch 5 [1]; 2004 No 115, Sch 6 [1]" indicating early and later amendments to definitions.
• Section 6 (object and functions) was substituted by 2001 No 101 (Sch 5) and further amended in 2014 (No 43, Sch 1.6 [1]), showing legislative modification of the University’s object and the explicit addition of commercial functions (s 6(3)) at least by the 2001 amendment.
• Part 3 Division 1 (ss 8A-8H) and related definitions were inserted in 2012 (2012 (447), Sch 1 [1]) reflecting adoption of a standard governing body model; multiple notes across ss 8A-8H reflect that 2012 instrument.
• Section 9’s term provisions record multiple amendments, including 1999 No 85, 2004 No 115 and 2012 (447) insertions, signalling iterative changes to tenure and maximum consecutive years (s 9).
• Schedule 1 entries show amendments across 1999, 2001, 2004, 2011 and 2012 (see sch 1 header notes), indicating procedural and membership adjustments over time.
• New Part 4A (Duties of Council members, ss 21F-21G) was inserted by 2004 No 115 (Sch 6 [8]) with further amendments to Schedule 2A (duty clauses) indicated by later instruments (sch 2A insertions and amendments noted 2004 onwards).
• The commercial activities framework (div 3) was inserted in 2001 No 101 (Sch 5 [14]), with later amendments in 2014 (No 43, Sch 1.6 [10]) and transitional provisions preserving prior Guidelines (pt 6, cl 24).
• Investment provisions in Schedule 2 were substituted and amended across 1989, 2001 and 2014 (see sch 2 header notes), and funds managers powers were added (sch 2 cl 2A).
• Section 17A and s 17B (operation of Ombudsman/Auditor‑General and reporting recommendations) were inserted in 2001 (Sch 5 [13]), with note of amendment in 2018 No 70 (Sch 4.109[3]).
• Section 18 was substituted in 2024 No 66, Sch 6 according to the annotation at s 18, indicating a recent recasting of property powers and the definition of "relevant land".
• Provisions implementing the Universities Governing Bodies Act 2011 and the governing body resolution of 2012 are reflected in Part 5 (cl 21) and associated orders (Universities Governing Bodies (University of Newcastle) Order 2012) referenced in the schedule notes.

The Act includes multiple transitional and savings Parts and clauses (Schedule 3 and Parts 1A-7) which set out provisions consequent on earlier amendments (for example, amendments in 1994, 1999, 2001, 2004, 2012, 2014 and 2017 are expressly recorded in the schedule notes and Parts 3-7). Those transitional clauses specify how existing appointments, by‑laws, investments and elections are treated following amendments.

This source text records the Act’s amendment trajectory in footnotes and schedule cross‑references, showing iterative legislative reform of governance, duties, commercialisation oversight, investment powers and Council composition. To trace the precise content and operative dates of each amendment, a practitioner must consult the amending Acts and instruments cited in the margin notes (for example, University Legislation Amendment Act 2004; Universities Legislation Amendment (Financial and Other Powers) Act 2001; Universities Governing Bodies (University of Newcastle) Order 2012; Statute Law (Miscellaneous Provisions) Act 2017; Universities Legislation Amendment (Regulatory Reforms) Act 2014; and the 2024 substitution noted at s 18).

The Act’s text as provided does not catalogue case law or judicial decisions. No court judgments, appeals, or tribunal determinations are named or summarised in the statutory text or schedules supplied. The Act does, however, create hooks for external review and administrative investigation which give rise in practice to potential complaints and reports rather than to criminal prosecution within the instrument itself:

• The Minister may refer University commercial activities to the Auditor‑General or to the Ombudsman (s 21E). Such referrals are administrative routes that may generate Auditor‑General reports or Ombudsman investigations; the Act requires the Council to report on actions taken in response to reports from those bodies (s 17B).
• The Act preserves the operation of the Ombudsman Act 1974 and the Government Sector Audit Act 1983 in respect of the University (s 17A), and so Ombudsman or audit investigations under those Acts can lead to findings, recommendations and public reporting that could be relied upon in subsequent litigation in other forums.
• The Act confers statutory duties on Council members (sch 2A) and establishes removal procedures (s 21G). While the Act does not specify criminal sanctions, potential disputes about the validity of removal decisions, interpretation of duties, or the application of disclosure rules could be the subject of judicial review or civil litigation, though no such matters are detailed in the statute.

Because the statute itself provides no litigation record, practitioners seeking litigation history must consult external legal databases and case law reporters to identify any judicial treatment of the Act’s provisions, disputes arising under it, or litigation involving the University or its Council members. The Act’s references to administrative oversight (Ombudsman, Auditor‑General) indicate likely sources of published reports which may have generated legal consequences or secondary litigation, but those are not contained in the statutory text supplied.

In short, the statutory text contains no internal litigation history. To identify decisions that interpret the Act,on duties in Schedule 2A, property dealing requirements in s 18, or the limits of controlled entities in s 16A,review of reported decisions and administrative reports outside this text is necessary.

Several provisions create legal hooks where practitioners, Council members or third parties commonly misstep if they do not read the Act closely.

"Relevant land" disposal requires Ministerial approval (s 18)

• The Council has control of University land (s 18(1)-(2)), but selling, mortgaging, charging or leasing "relevant land" (land acquired from the State at nominal or less than market value) needs the Minister’s approval (s 18(3)). Exception carve‑outs for leases of up to 21 years or up to 99 years for utilities infrastructure exist (s 18(4)(a)-(b)), but those exceptions are specific and conditioned. Practitioners should not assume unfettered property powers for land previously acquired from the State.

Ministerial discretion over controlled entities (s 16A)

• The Council must ensure controlled entities do not undertake functions the University is not authorised to undertake, unless the Minister grants permission in writing (s 16A(1)-(2)). The Governor may prescribe classes of functions exempted from subsection (1) (s 16A(3)). Consequently, commercial activity conducted by a controlled entity may be validly curtailed by the Council or require formal Ministerial permission,don’t assume a controlled entity’s corporate capacity alone authorises activity.

Guidelines, Register and Ministerial oversight for commercial activities (ss 21B-21E)

• The Council must determine Guidelines for University commercial activities (s 21B(1)) and maintain a Register with prescribed details (s 21C). The Guidelines may declare activities to be University commercial activities (s 21B(3)(e)). The Minister can request reports (s 21D) and refer matters to the Auditor‑General or Ombudsman (s 21E). Failure to comply with the Guidelines or to keep the Register can attract Ministerial scrutiny and referral to independent auditors or the Ombudsman.

Duties, disclosure, and the narrow removal procedure (sch 2A; s 21G)

• Schedule 2A imposes duties and a disclosure regime (cl 5) and the Council may remove a member only in accordance with s 21G’s prescribed process. Members must disclose material interests as soon as possible (sch 2A cl 5(1)); particulars of disclosures must be recorded and made available for inspection (sch 2A cl 5(3)). However, contravention does not invalidate Council decisions (sch 2A cl 5(6)), so remedies may be limited. Removal requires notice and a two‑thirds majority (s 21G), so tactical use of removal procedures has procedural constraints.

By‑laws require Governor approval; rules may be subordinate (ss 28-29)

• By‑laws have no effect unless approved by the Governor (s 28(2)). The Council may make by‑laws on many topics (s 28(1)), and by‑laws may empower officers to make rules (s 29(1)). Yet in the event of inconsistency, the by‑law prevails over a rule (s 29(3)). Practitioners should ensure powers exercised under rules have proper by‑law authorisation where necessary and that Governor approval is sought where the by‑law is required to be effective.

Election rules and public availability (s 29(1A)-(1C))

• Election rules must be consistent with sound democratic practices and the Council must make them readily available to the public as soon as practicable (s 29(1B)-(1C)). Failure to publish election rules or to adhere to democratic practices may expose election outcomes to procedural challenge.

Immunity for good‑faith acts but limited remedies (sch 1 cl 5)

• Schedule 1 cl 5 shields Council members and those acting under authority from personal liability for acts or omissions done in good faith for executing the Act. This protects decision‑makers but can also limit individual remedies where parties allege misconduct. Conversely, the Act allows removal for breaches of duty but not criminal penalties within this instrument, so misconduct consequences are primarily administrative.

Investment and trust constraints (sch 2 cl 4)

• The Council’s investment powers are subject to any express directions in trust instruments (sch 2 cl 4). Bringing trust funds into common investment funds is allowed but trust terms prevail. Trustees and fiduciary duties applicable to trust funds continue to constrain the Council’s investment decisions.

Seal and formalities (s 27)

• The University seal must be affixed only pursuant to a resolution of the Council (s 27). Documents may be authenticated without a seal under the Interpretation Act (s 27 note), but failure to follow required formalities (e.g. Council resolution where a seal is expected) can create technical defects.

Interaction with other statutes (multiple provisions)

• The Act keeps the operation of other Acts intact (s 17A). Practitioners must remember that Ombudsman, Government Sector Finance and Audit, Land Acquisition and Public Works regimes continue to apply and can affect University transactions. For example, land acquisitions under s 20 are treated within the Public Works Act framework but with some exclusions (s 20(3)-(4)).

These are concrete statutory points where misreading or assumption that internal entitlements are unfettered can lead to invalid transactions or governance disputes. The Act mixes internal autonomy with externally imposed approvals and oversight, and practitioners must map both to any action.

Set up and maintain required governance structures

• Ensure Council composition complies with statutory requirements: between 11 and 22 members with an external‑person majority (s 8B(1), (6)); include official members (Chancellor, Vice‑Chancellor, President/Deputy President of Academic Senate) (s 8H); implement constitution rules for numbers in each category and provide for graduate members where required (ss 8B(3)-(4), 8E). Adopt by‑laws and election rules consistent with s 28 and s 29, ensuring election rules are democratically sound and publicly available (s 29(1A)-(1C)).

Document and operationalise duties and disclosure

• Adopt processes to give effect to Schedule 2A duties: provide induction and development programs (s 16(1B)(l)), maintain a disclosure book recording particulars of material interest disclosures and make it available for inspection on payment of a reasonable fee (sch 2A cl 5(3)). Ensure members are informed of their duty to disclose material interests as soon as possible (sch 2A cl 5(1)), and create internal protocols on exclusion from deliberations unless the Council otherwise determines (sch 2A cl 5(4)-(5)).

Implement Guidelines and Register for commercial activities

• The Council must determine and maintain Guidelines for University commercial activities and ensure compliance (s 21B(1), (4)). The Guidelines should specify due diligence, governance structures, risk assessment, delegation limits and conflict‑of‑interest protocols (s 21B(3)(a)-(d), (f)). Maintain the Register of University commercial activities and enter required details: descriptions, participating parties, appointments to governing bodies, meeting details showing compliance with Guidelines and any other details required by the Guidelines (s 21C(1)). Be prepared to provide copies or extracts of the Register to the Minister on request (s 21C(3)).

Manage controlled entities and seek permissions when needed

• Ensure controlled entities’ governing bodies possess necessary expertise, include external members where possible, adopt governance principles, maintain business strategies with measurable targets and establish reporting protocols to the Council (s 16A(5A)(a)(i)-(iv), (b)). Do not permit controlled entities to perform functions beyond the University’s statutory authority without obtaining a written order of permission from the Minister (s 16A(1)-(2)). Record any Ministerial permissions and check for regulations that may exempt certain classes of functions (s 16A(3)).

Observe property and land‑dealing constraints

• Before selling, mortgaging, charging or leasing relevant land (land acquired from the State at nominal or less than market value), obtain the Minister’s approval (s 18(3)). For lease transactions, assess whether the lease falls within the exception (term ≤21 years, consistent with University object; s 18(4)(a)) or the utilities infrastructure exception permitting up to 99 years (s 18(4)(b)). Ensure planning agreements under the Environmental Planning and Assessment Act 1979 section 7.4 do not require dedication of land free of cost if relying on s 18(4)(c). If property is Crown‑vested, follow limits on alienation and the requirement that leases over 21 years need Ministerial approval (s 19(2)-(4)) and be subject to conditions.

Follow investment and trust constraints

• When investing funds, respect express trust conditions: the investment powers and bringing funds into common investment funds are subject to any express directions in trust instruments (sch 2 cl 4). If engaging funds managers, document authorisation and mandate scope in accordance with sch 2 cl 2A. If establishing investment common funds, maintain records of contributions, valuations and distributions consistent with sch 2 cl 3. Ensure periodic distribution of income or capital treatment decisions align with sch 2 cl 3(3)-(4).

Comply with reporting and external oversight

• Respond promptly to Ministerial requests for reports on commercial activities (s 21D). Prepare to respond if the Minister refers matters to the Auditor‑General or Ombudsman (s 21E). Include in the Council’s annual report a description of actions taken to implement recommendations in reports of the Ombudsman or Auditor‑General concerning the Council or University (s 17B). Ensure financial reporting meets obligations under the Government Sector Finance Act 2018 where applicable (s 16 note).

Make by‑laws and rules properly

• Draft by‑laws to address required matters (s 28(1)) and submit them for Governor approval where necessary (s 28(2)). Where by‑laws empower officers to make rules, ensure the delegation aligns with ss 29(1) and 29(1A) and that election rules are consistent with sound democratic practice and readily available to the public (s 29(1B)-(1C)). Remember by‑laws prevail over inconsistent rules (s 29(3)).

Protect against liability and document decisions

• Make use of the statutory protection for good‑faith acts (sch 1 cl 5) by ensuring decisions are taken in good faith and properly minuted. Keep robust records of Council meetings, resolutions and delegations, noting that the seal must be affixed only pursuant to a Council resolution (s 27).

Plan for appointments, terms and transitions

• Observe term limits and eligibility (s 9), including the 12‑year consecutive service cap (s 9(3)) and by‑law provisions on re‑election or re‑appointment (s 26). When filling vacancies, follow sch 1 cl 3 and any by‑law procedures. When making Council appointments, ensure qualifications in s 8C are considered (financial and commercial expertise) and that majority external membership is maintained (s 8B(6)).

Adopt conflict‑management practices

• Establish a protocol to manage Council members’ rights and responsibilities in relation to commercialisation to avoid real or apparent conflicts of interest (s 21B(3)(f)). Integrate conflict policy with disclosure mechanisms in sch 2A cl 5 and ensure members recuse where appropriate per that clause.

Coordinate with external counsel and auditors

• For complex property, commercial or controlled‑entity transactions, obtain external legal and financial advice to ensure compliance with the Act and related statutes referenced in the Act (e.g. Land Acquisition Act, Public Works Act, Duties Acts, Corporations Act). Engage auditors to produce independent reports where s 16(1B)(e) indicates the Council may take steps to obtain independent audits of entities where necessary.

These compliance steps translate statutory obligations into actionable governance, record‑keeping, reporting and transactional processes aligned with the Act’s requirements. Regular review of by‑laws, Guidelines, Registers and training for Council members will reduce legal risk and support transparent decision‑making.